Form of Legal OpinionBusiness Combination Agreement • October 13th, 2010 • Promotora De Informaciones Sa /Fi • Cable & other pay television services
Amended and restated business combination agreement by and among Promotora de Informaciones, S.A., Liberty Acquisition Holdings Corp., and Liberty Acquisition Holdings Virginia, Inc., dated as of 4 August 2010, as amended by Amendment No. 1 thereto dated as of 13 August 2010 (the ARBCA)
Re: Founder Post-Closing Lock-Up Letter AgreementFounder Post-Closing Lock-Up Letter Agreement • October 13th, 2010 • Promotora De Informaciones Sa /Fi • Cable & other pay television services
Reference is made to (i) that certain letter agreement dated December 6, 2007 among the undersigned, Liberty Acquisition Holdings Corp. (“Liberty”) and Citibank Global Markets, Inc. with respect to, among other matters, restrictions on the transfer by the undersigned of shares of common stock of Liberty (the “Lock-Up Letter”) and (ii) that certain Amended and Restated Business Combination Agreement dated as of August 4, 2010 among Promotora de Informaciones, S.A. (“Prisa”), Liberty and Liberty Acquisition Holdings Virginia, Inc. as amended by Amendment No. 1 dated as of August 13, 2010 (as it may be further amended from time to time, the “Business Combination Agreement”).
